TRI-PARTY AGREEMENT

This TRI-PARTY AGREEMENT (this "Instrument"), dated as of (April 
24, 1996) by and among Summit Securities, INC., an Idaho 
Corporation (the "Company"), WESTONE BANK, IDAHO, an Idaho 
Banking Corporation (formerly WESTONE BANK, IDAHO, N.A.) (the 
"Prior Trustee"), and FIRST TRUST WASHINGTON, a trust company 
duly organized and existing under the laws of the State of 
Washington (the Successor Trustee").

WITNESSETH

WHEREAS, the Company and the Prior Trustee entered into an 
Indenture dated as of November 15, 1990, providing for the 
establishment Summit Securities Inc. Investment Certificates (the 
"Trust"); and

WHEREAS, the Prior Trustee has been acting as Trustee under the 
Indenture; and

WHEREAS, Section 6-10 of the Indenture provides that the Prior 
Trustee may resign at any time upon notice to the Company; and

WHEREAS, Section 6-10 of the Indenture further provides that in 
case the trustee shall resign, the Company may appoint a 
successor trustee; and

WHEREAS, Section 6-11 of the Indenture further provides that any 
successor trustee appointed under the Indenture shall execute, 
acknowledge and deliver to the Company and to the Prior Trustee 
an instrument accepting such appointment, thereupon the removal 
of the Prior Trustee shall become effective and the Successor 
Trustee without any further act, deed or conveyance, shall become 
fully vested with all the rights, powers, duties and 
responsibilities of the Prior Trustee;

NOW, THEREFORE, pursuant to the Indenture and in consideration of 
the covenants herein contained, it is agreed as follows:

1. Pursuant to the terms of the Indenture, the Prior Trustee has 
notified the Company of its intention to resign as Trustee under 
the Indenture.

2. Effective as of April 24,1996 (the "Effective Date"), the 
Prior Trustee hereby assigns, transfers, delivers and confirms to 
the Successor Trustee all of its rights, title, interest under 
the Indenture and all of its rights, title, interests, 
capacities, privileges, duties and responsibilities as Trustee 
under the Indenture, except as set forth in paragraph 19 hereof.

3. The Prior Trustee agrees to execute and deliver such further 
instruments and shall take such further actions as the Successor 
Trustee or the Company may reasonably request so as to more fully 
and certainly vest and confirm in the Successor Trustee all of 
the rights, title, interests, capacities, privileges, duties and 
responsibilities hereby assigned, transferred, delivered and 
confirmed to the Successor Trustee, including without limitation, 
the execution and delivery of any instruments required to assign 
all liens in the name of the Successor Trustee.

4. Effective as of the Effective Date, the Company hereby accepts 
the resignation of the Prior Trustee and the Company appoints the 
Successor Trustee as successor trustee and confirms that by Board 
Resolution it has appointed the Successor Trustee under the 
Indenture and the Company confirms to the Successor Trustee all 
of the rights, title, interest, capacities, privileges, duties 
and responsibilities of the Trustee under the Indenture except as 
set forth in paragraph 19 hereof.

5. The Company agrees to execute and deliver such further 
instruments and to take such further action as the Successor 
Trustee may reasonably request so as to more fully and certainly 
vest and confirm in the Successor Trustee all the rights, title, 
interests, capacities, privileges, duties and responsibilities 
hereby assigned, transferred, delivered and confirmed to the 
Successor Trustee.

6. Effective as of the Effective Date, the Successor Trustee 
hereby accepts its appointment as Successor Trustee under the 
Indenture and shall be vested with all of the rights, title, 
interests, capacities, privileges, duties and responsibilities of 
the Trustee under the Indenture.

7. The Successor Trustee hereby represents that it is qualified 
and eligible under the provisions of Section 6-9 of the Indenture 
to be appointed Successor Trustee and hereby accepts the 
appointment as Successor Trustee and agrees that upon the signing 
of this Instrument it shall become vested with all the rights, 
title interests, capacities, privileges, duties and 
responsibilities of the Prior Trustee with like effect as if 
originally named as Trustee under the Indenture.

8. Effective as of the Effective Date, the Successor Trustee 
shall serve as trustee as set forth in the Indenture at its 
principal corporate trust office in Seattle, Washington or such 
other address as may be specified, where notices and demands to 
or upon the Company in respect of the Trust may be served. 9. The 
Prior Trustee hereby represents and warrants to the Successor 
Trustee that:

a) To the best of its knowledge no Event of Default and no 
event which, after notice or lapse of time or both, would become 
an Event of Default has occurred and is continuing under the 
Indenture.

b) No covenant or condition contained in the Indenture has 
been waived by the Prior Trustee or to the best of its knowledge 
by the Company, the beneficiaries of the Trust of any other 
interested party required by the Indenture to effect any such 
waiver.

c) There is no action, suit or proceeding pending or 
threatened against the Prior Trustee before any court or 
government authority arising out of any action or omission by the 
Prior Trustee as Trustee under the Indenture.

d) The Prior Trustee has entered into no other supplement 
or amendment to the Indenture or any other document executed by 
the Prior Trustee in connection with the Trust except as noted 
herein.

e) As of the Effective Date, the Prior Trustee holds no 
monies in any fund or account established by it as trustee under 
the Indenture.

10) Each of the parties hereto hereby represents and warrants for 
itself that as of the date hereof, and the Effective Date:

a) It has power and authority to execute and deliver this 
instrument and to perform its obligations hereunder, and all such 
action has been duly and validly authorized by all necessary 
proceedings on its part; and

b) This Instrument has been duly authorized, executed and 
delivered by it, and constitutes a legal, valid and binding 
agreement enforceable against it in accordance with its terms, 
except as the enforceability of this Instrument may be limited by 
bankruptcy, insolvency or other similar laws of general 
application affecting the enforcement of creditors' rights or by 
general principles of equity limiting the availability of 
equitable remedies.

11. The parties hereto agree that this Instrument does not 
constitute an assumption by the Successor Trustee of any 
liability of the Prior Trustee arising out of any actions or 
inaction by the Prior Trustee under the Indenture.

12. The parties hereto agree that as of the Effective Date, all 
references to the Prior Trustee as Trustee in the Indenture shall 
be deemed to refer to the Successor Trustee. From and after the 
Effective Date, all notices or payments which were required by 
the terms of the Indenture to be given or paid to the Trustee 
shall be delivered to: First Trust Washington, Two Union Square, 
601 Union Street, Suite 2120, Seattle, WA 98101.

13. The Prior Trustee agrees to indemnify the Successor Trustee 
and defend and save the Successor Trustee harmless from and 
against any and all costs, claims, liabilities, expenses, losses 
or damages whatsoever (including all reasonable fees, expenses, 
and disbursements of its counsel and agents) which the Successor 
Trustee may incur or have incurred as a result of or arising out 
of any of the Prior Trustee's actions or omissions, during the 
term of the Prior Trustee's service as Trustee.

However, the indemnity provided by the Prior Trustee hereunder 
shall not extend to fees, charges or liability arising out of:

a) The Successor Trustee's own willful misconduct, bad 
faith, or negligence, as determined on the basis of the 
provisions contained in the Indenture; or

b) The Successor Trustee's failure to execute properly its 
duties as Trustee, as determined on the basis of the provisions 
contained in the Indenture.

14. The resignation, appointment and acceptance effected hereby 
shall become effective as of the opening of business on the 
Effective Date.

15. This instrument shall be governed by and construed in 
accordance with the laws of the State of Washington.

16. This instrument may be executed in any number of 
counterparts, each of which shall be an original, but which 
counterparts shall together constitute but one and the same 
instrument.

17. This instrument shall be binding upon and inure to the 
benefit of the Company, the Prior Trustee and the Successor 
Trustee and their respective successors and assigns.

18. All fees paid to the Prior Trustee in advance but unearned 
for the period from and after the Effective Date shall be 
credited to any current fees owed the Prior Trustee with balance, 
if any, remitted to the Company and the fees payable by the 
Company on and after the Effective Date under the Indenture shall 
henceforth be invoiced by and paid to the Successor Trustee at 
such address and account as shall hereafter be provided by the 
Successor Trustee to the Company.

19. Nothing contained in this instrument shall in any way affect 
the obligations of the Company to the Prior Trustee under Section 
6-13 of the Indenture or any lien created thereunder.

20. The Company certifies that it has filed the reports, if any, 
required under Section 7 - and delivered the Statements of 
Compliance required under Section 10-6 of the Indenture, and it 
confirms that it will in the future provide such reports and 
Statements.

21. Notices to the Successor Trustee, as provided in Section 1-5, 
shall be delivered and filed in writing with the Successor 
Trustee at First Trust Washington, Two Union Square, 601 Union 
Street, Suite 2120, Seattle, Washington, 98101, Attention: Mr. 
Michael A. Jones.

IN WITNESS WHEREOF, the parties hereto have caused this 
instrument to be duly executed and attested by their duly 
authorized of ricers, as of the date and year first above 
written.


SUMMIT SECURITIES, INC.

By: /S/ Tom Turner
Tom Turner
Title: President

WESTONE BANK, IDAHO, as Prior Trustee

By: /S/Roger Wright
Title: Vice President & Manager

FIRST TRUST WASHINGTON, as Successor Trustee

By: /S/ Mary Bator
Title:Trust Officer